Contributing Author: Tom Kastner is the president of GP Ventures

an M&A advisory firm focused on the tech and electronics sectors. With offices in Chicago and Tokyo, GP Ventures has a wide international network and provides a range of investment banking services. Tom is a member of the MBBI Board of Directors.

Company culture is hard to define and manage, but it is a critical factor in making an M&A deal successful. It is also often ignored or misunderstood during and after due diligence because culture is a “soft” science instead of a “hard” subject like finances, legal contracts, IP, or accounts receivable, among other things, which makes culture a difficult factor to deal with.

Indeed, culture is a “soft” subject that is difficult to define. Many business owners can look at a piece of equipment and understand if it is old, new, well-maintained, or ready for the scrap heap. Meanwhile, many business owners may say something like, “We treat employees like family,” but what does that really mean? Many families are dysfunctional. We all have a crazy uncle or aunt, and in-laws are usually weird.

Cultural factors often derail deals before they even get started. Usually, one or both parties say that there was not a good fit culturally. However, more than often, that is due to a personality clash between the owner and buyer, not due to culture. Deals sometimes die during due diligence because of cultural factors; however, that is fairly rare. Typically, culture is number 23 on the top-25 priority list, and the parties stopped paying attention after number 15.

Worse of all, culture can cause deals to fail after closing. For the buyer, that can be disastrous. For a seller, if any of the proceeds of the sale are deferred for after closing (and very few private deals are 100% cash), it’s financially important that the acquisition be successful. Some general examples of how cultural factors derail deals after closing include:

Culture can be determined by a boss’s style or dictated from the top. It can be different from group to group. For example, the sales department is usually different from engineering, quality, production, shipping, etc.

Many buyers say they are not going to change anything, but then what’s the point of doing the deal if the buyer is not going to improve the business? If a buyer is looking to change the culture, they should be open about it with both management and employees. Some employees may leave, but the ones that stay will be more in-line with the company’s new focus. However, don’t blow out everything related to the acquired company’s culture, as there must be a few things that were working right.

Most smaller companies start with an entrepreneurial culture, but then become a place where employees are just trying to keep their jobs. Most public or PE-backed companies are more results-driven, which often clashes with a small, mom-and-pop family-business culture.

Culture does not equal benefits or compensation packages. A ping pong table and free cold brew coffee may be reflective of a company’s culture, but it is more than that. Culture is how a company reacts to change, how employees react to each other, how information is communicated, how knowledge is generated and shared, and how customers, vendors, and stakeholders are treated. Depending on which study you look at, there are between four and fifty types of company cultures. Add foreign cultures, different generations, and multiple locations to the mix, and the variations are endless.

When considering the sale or acquisition of a company, be sure to consider culture and identify the top four to five issues that are relative and important. For a seller, prepare in advance of a sale to identify the company’s culture, and work to fix anything that is fixable (you will be paying yourself through a higher valuation). It is better to take on cultural issues early in the process rather than try to fix things later that you did not know were broken.

Contributing Author: Ray Horn is a Member with Meltzer, Purtill & Stelle LLC and President of MBBI

Meltzer, Purtill & Stelle LLC a law firm with offices in Schaumburg and Chicago. Ray concentrates his practice of law in the areas of mergers and acquisitions, contract negotiation, drafting and review, owner strategic planning through buy-sell agreements, business fractures, and secured lending. Ray is President and a member of the Board of Directors of MBBI. Ray can be reached by phone at (847) 330-2430, and by email at RHorn@MPSLaw.com.

MBBI Members: First, and foremost, a very Happy New Year to each of you

Looking back on 2018, MBBI experienced a very successful year on many levels.  MBBI hosted numerous engaging and diverse events throughout 2018, with highlights including a well-attended annual conference in January, our most successful golf outing ever, with over 160 golfing and over 180 for dinner as well as $16,000 donated to Child’s Voice,  a very engaging presentation by Lieutenant General Kenneth Hunzeker, resulting in donations to the Wounded Warrior Project, Wisconsin’s 8th Annual Private Equity Connection with over 300 attendees, and an exhilarating (at least for many of the attendees) Bear’s/Packers game in December.  Throughout 2018, the engagement of Board Members and members in general provided extraordinary support and assistance and propelled MBBI to an exciting year.  

In looking ahead for 2019, I am very confident MBBI is poised to build upon our 2018 successes.     I am very appreciative of our dedicated and talented Board of Directors and Committees for 2019 who are already working diligently for an eventful 2019.  Right out of the gates, look for our Annual Conference – M&A Trends in the Beverage Industry, on January 24th.  If you have not already registered, please do so as soon as you can so you do not miss this exciting event.  In March, we are planning an event at The Hatchery, intended as a starting point for MBBI to work more closely with other associations.  In 2019, we are also planning to engage more actively with our key sponsors and, of course, you should expect another fantastic golf outing and Private Equity Connection.

As is true with every organization, value to members is a direct product of member engagement in the organization.  Building upon my November message, I want to strongly encourage all MBBI members to become more involved in whatever way possible.  MBBI is continuing to build strong and empowered Committees and we need your ideas and input.  Without question, there is a place, and a need, for you and your talents, with the added benefit of an excellent opportunity to network with some truly outstanding individuals.  With that involvement, I am very confident that you will experience a return many times the value of your membership and sponsorship dollars.

Looking forward to seeing you at an upcoming event.  All the best for a very happy and successful 2019.

Raymond J. Horn III MBBI President – 2019

     

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Contributing Author: Joe Emerich Director Commercial Lines Division J. Krug

The J.Krug company is Risk Assurance Advisors and has been partnering with entrepreneurs, business owners, and executives to ensure they are identifying risk, and leveraging it as a rewarding part of their strategic, organizational, and financial plans.  The company sees opportunities everywhere, by connecting a ROI within three key areas: Corporate Risk, Human Capital, and Executive Benefits.  Joe is a member of the MBBI Board of Directors; Secretary; and serves on the Association Relations, Sponsorship, and Strategic Planning Committees.  You can reach Joe at jemerich@jkrug.com or 847.818.7510.

Spotlighting two case studies the following addresses two underutilized methods where Buyers stand to differentiate from their peers and uncover hidden value from their insurance programs.

A Sophisticated Approach Offers Financial Reward for Buyers A best-in-class approach for any buyer would be partnering with a Risk Assurance Advisor early in due diligence to facilitate an independent underwriting process.  Building your deal team with a sophisticated advisor can enhance due diligence without creating additional burden to the process.  The results unearth risks typically undiscovered in traditional due diligence, while also empowering the buyer’s team to manage and negotiate around the identified risks and tailor a program in line with the buyers risk appetite.  Ultimately the buyer receives a turnkey solution available to execute prior to closing, typically at a significantly reduced cost.

Case Study No. 1 A buyer looking to acquire a portfolio of retail operating companies engaged J.Krug Risk Assurance Advisors to assist in due-diligence

Normally a buyer’s team is looking for no more than a certification of the seller’s insurance program and the primary limits of the insurance policies they purchase.  This low bar approach typically leaves many stones unturned, and potential value left on the table.   We enabled the buyer’s intermediaries to request a proper set of documents and questions at the onset of the deal which enabled us to work independently during the due diligence process.  This more thorough information request, working in concert with our underwriters, enabled us to complete a more comprehensive review of the risks the enterprise faced and design a solution in line with the seller’s risk appetite.

After review of the operations and current insurance program the following was discovered:

By obtaining a complete set of information at early in the deal, it allowed our team to act diligently and turn around a benefit for the buyer to evaluate and potentially execute prior to closing. This benefit achieved the following: more efficient structure, expanded coverage, increased limits, overall spend reduction by 53%.

Conclusion | Case Study No. 1 In many instances Buyers come to the table looking to grow and protect their investment in a much different manner than the means used by the entrepreneurial seller.  Similarly, the seller structures their risk transfer program in a way that would be in-congruent to the buyer’s investment philosophy.   Yet, despite this fundamental opposition, it is common for the buyer to inherit the seller’s program with little change, if any. In our case study J.Krug Risk Assurance Advisors helped improve and protect the buyer’s potential return on investment.  We successfully unearthed risks typically undiscovered in traditional due diligence and provided the buyer a turnkey solution available to execute prior to closing at a significantly reduced cost. 

Now let’s transition and address:

A Midwest Trend: Underutilized Leverage An approach seen more popularly at costal Private Equity firms, yet unexercised in mid-west firms and Family Offices alike is to leverage the insurance spend across the portfolio.  As acquisitions continue to expand the portfolio, it’s often an overlooked strategy to take advantage of the leverage available through aggregating the insurance spend across the portfolio with one or few carriers.

Case Study No. 2 Here we address a private equity firm with eight portfolio companies.  They take an opportunistic approach and remain industry agnostic but prefer manufacturing and process oriented businesses with $1mm-$10mm EBITDA.  They focus on buyouts or recapitalizations of entrepreneur or generational family-led business, or management co-investment opportunities.  They take a long term hold position in those companies to help execute long-term growth strategies, while partnering with the current management team, allowing them to retain control.    In discussion with one of the firm’s managing directors we addressed how each of their portfolio companies maintained autonomy with their insurance programs.  This approach encourages a fragmented structure with each company being insured with multiple insurance companies across the various policy lines they purchased.  Additionally, depending on the policy, each company had multiple renewal dates throughout the year.  Further, each companies’ approach to managing their risk varied greatly and was not always in line with best practices.  This philosophy leaves unrealized value waiting to be seized. 

In aggregate the total insurance spend across the portfolio was approaching millions of dollars.  The following were identified as strategic opportunities which would afford the firm significant leverage in the insurance marketplace.

In Conclusion | Case Study No. 2 By partnering with an experienced Risk Assurance Advisor to help exercise this underutilized leverage a firm stands to achieve the following results:

Contributing Author: Scott Bushkie, CBI, M&AMI is the Founder and President of Cornerstone Business Services 

With more than 20 years in the M&A industry, Scott is a recognized leader in the field, providing exit strategies, sell- and buy-side transitions, along with valuation services in the lower middle market. Scott is the founder and past chair of the Wisconsin chapter of Midwest Business Brokers & Intermediaries (MBBI) association and also the past chair of the International Business Broker Association (IBBA), the largest association for business brokers and M&A professionals worldwide. In 2014, Scott became the youngest person ever awarded the IBBA prestigious fellow designation. Scott can be reached at 920.436.9890 or  sbushkie@cornerstone-business.com.

There’s a body of research out there on how surprises affect the brain. Apparently, a good surprise is better than something good you expected. The dopamine levels in your brain spike higher when you get a pleasant surprise versus something good you knew was coming. Surprises intensify our emotions, for better or worse. In the same way we get more delight over a positive surprise, we also feel greater anger and discontent when we’re surprised by something negative.

It’s a phenomenon I’ve experienced many times in my 20+ years of selling businesses. That’s why the early part of a sale, when the buyer is energized and excited, is the best time to reveal weaknesses in your business. As I like to say, “Go ugly early.”  At this stage, buyers are more likely to shrug off flaws. They see your candor as a sign of credibility, and they have an easier time framing your current weakness as their future growth opportunity.

But when a buyer uncovers something negative during the due diligence process, their reaction is markedly different. They lose trust in the seller and suspicions heighten. They wonder, “What else don’t we know about?”   I’ve seen individual buyers latch on to a sense of anger and betrayal after uncovering a skeleton in the seller’s closet. Invariably, they walk away from the deal. With corporate buyers and private equity groups, emotions are more tempered, but we’ll see a notable reduction in the purchase price.

As a seller, you have more leverage when you reveal issues early. At the initial consideration stage, buyers who have a real concern over a particular issue will self-select out of the process. Others will build your weakness into their overall valuation.

Those are both good things because it keeps control in your hands. You choose who to move forward with while you still have multiple buyers at the negotiating table.

So, when selling your business, it’s critically important to avoid surprises. But that means more than being up front about known issues. It means uncovering weaknesses that you yourself were unaware of.

Increasingly, and particularly for sellers expecting an eight-figure check, we’re recommending a pre-due diligence process. That means engaging outside professionals to get a quality of earnings report and a thorough inspection of your other business practices, such as HR, digital security, environmental, etc.  You want to ensure your business adheres to all regulations and industry best practices.

We’re working with a large client right now who will probably spend upwards of $80,000 on pre-due diligence. I fully expect this preparation process will increase the value of their business by a couple of million dollars.  Pre-due diligence is an investment to be sure. But when it comes to selling your business, surprises actually are much costlier. 

 “You only get one chance to sell your business. I take great pride in using my 20+ years of M&A experience to create positive lifechanging events for the business owners I serve. My goal is to give each client the coveted gift of both time and money.”

Contributing Author: Tom Kastner is the president of GP Ventures

an M&A advisory services firm focused on the tech and electronics industries. Tom Kastner is a registered representative of and securities transactions are conducted through StillPoint Capital, LLC. a Tampa, Florida member of FINRA and SIPC. StillPoint Capital is not affiliated with GP Ventures. Tom is a Member of the MBBI Board of Directors. You can reach Tom by phone at 847.431.3993 or by email at tomk@gp-ventures.com

Based on my experience, one of the biggest risks in M&A is customer concentration risk. As a business owner, it is hard to avoid: if a customer is giving you orders, you generally take them! The next thing you know, your customer has 90% of your sales, and now they own you. We see it a lot in a wide range of industries.

The definition of customer concentration changes from buyer to buyer, some get nervous at greater than 20%, some at 25%. Some worry if the top 3 or 5 customers total more than 50% of sales. Or, the largest customer may be under 10%, but 80% of customers are in one particular sector, which creates sector risk (for example, the oil and gas industry).

In many cases, we have found that most financial buyers, such as private equity firms, will not touch deals that have concentration risk. That eliminates one of the most active parts of the M&A market at the moment. Also, many banks will not finance deals with customer concentration risk, which forces the buyer to put in more cash, which reduces ROI and valuation/terms.

However, strategic buyers may be interested in a business with high customer concentration but may put more of the deal into deferred payments. The seller loses control of the customer relationship after closing, which is risky (the buyer may change policies, pricing, etc. and lose the customer). A buyer may also want the owner to stay after closing for a longer period.

With a larger acquirer, a 50% customer for you might be a 5% customer for them, which represents less risk and less customer due diligence. A strategic buyer may really want to get a foot in the door in your major customer and may think that they can sell a lot more to them. Also, the large customer may be happy that the seller is being acquired by a larger company, which reduces the customer’s supplier risk.

The longer the customer has done business with the company, the more likely something bad is going to happen. This is a difficult pill for many owners to swallow. Unfortunately, most distressed companies we see had one large customer that evaporated or stopped paying. It is a risk that many owners are comfortable with, but buyers are usually nervous about.

Why are buyers and banks nervous about customer concentration risk?

1. One phone call and the business can evaporate overnight
2. Customer may use the sale of company as an opportunity to look for other suppliers, or change policies
3. Customer may themselves get acquired, have other sources or policies
4. Customer may be nervous about putting so much business into one supplier
5. Customer may have a relationship with the owner or another key person, such as a sales person. Once the owner is out of the picture, the relationship may change (or a key employee may take that customer to a competitor).
6. Customer may become distressed, start paying slowly or go bankrupt
7. Customer may move business overseas

We’ve been involved in deals on both the buy-side and sell-side that had up to 95% concentration. Deals can be completed in these circumstances, however, usually both valuation and terms suffer.

It can be a difficult and time-consuming process, but here are some steps a business can take to mitigate customer concentration risk:

1. Put resources into developing other customers. Incentivize the sales team to grow new business. If internal resources are not available, engage outside reps/distributors
2. Monitor the diversification efforts, make sure resources are not constantly pulled in to satisfy the top customer
3. Find ways to tie up customer: co-develop products, have customer invest in your business
4. Maintain gross margin discipline: no-bid projects that have low profitability
5. Be sure that the customer has multiple contact points in your company and is not reliant on one relationship
6. Get long-term contracts: if a customer’s expansion requires you to invest in equipment and/or more employees, try to get something in return such as cancellation policies or make-or-take provisions.
7. Diversify into other products, services. For example, a US PCB shop could look into handling overseas boards or turnkey assemblies. For electronics manufacturers, expand into new services for other customers, or into new geographical areas.
8. From an early stage in the company, set a limit on the amount of business represented by any one customer, and set floors on gross margins.

Again, I know, not easy, and none of the above solutions are great. By working to diversify the customer base, a business owner can make the company less risky, more valuable, and easier to acquire.

Contributing Author: John Honney Managing Director for Bootstrap Capital

in addition to overall firm management, John is responsible for sourcing new investment opportunities and leading the firm’s efforts regarding transactional due diligence, structuring and negotiations. He was previously the Director of Northern Trust’s Business Owner Consulting practice. John is a Member of the MBBI Board of Directors. You can reach John by phone at 312.735.7534 or by email at JHonney@Bootstrap-Capital.com

Small business buyers, and even many sellers, love to complain about brokers and investment bankers. During a contentious deal, we have heard some epic rants and may have even indulged from time to time ourselves. But the truth is that these advisors bring significant value to the deal process that benefits both buyers and sellers.

How do Brokers Add Value?

Accelerator

Brokers add credibility to business owners’ processes which causes buyers to act with a sense of urgency and the deals to move more quickly. Similarly, a broker’s involvement signals to buyers that owners are committed to selling their companies and that they have reasonable valuation (and other) expectations. Through these signals and by formalizing the sale process, brokers reduce the number of broken deals and make the deal processes more efficient.

Auctioneer

Brokers can bring many potential buyers into a process and have the resources to keep the process moving with several of them at a time, especially early in a process prior to the execution of a letter of intent. While buyers would prefer not to have to compete for deals, the resulting increase in price may be a fair trade-off for the deal process efficiencies brokers provide.

Diplomat

It may be counterintuitive that an aggressive broker can keep the peace. By leading the negotiations, however, a broker can preserve the seller’s role as “good cop” and protect the relationship between the buyer and seller, who frequently must work together following deals in the lower middle market.

Detective

The smaller the deal the more likely a seller’s advisor will be aware of, and may have relationships with, more potential buyers than the business owners previously knew. But even in larger deals, it is rare that an M&A advisor cannot materially expand the list of serious buyer candidates. It is their job to understand the acquisition strategies of as many buyers as possible. The good ones do this well and help both buyers and sellers find each other.

Recommendations

Despite our endless search for the unshopped deal, we do recommend that all business owners who intend to sell their companies should retain an M&A advisor or a broker. We reluctantly admit that, while the sellers reap the most benefit from a broker’s involvement, we buyers also benefit. It is important, though, that business owners run a fulsome evaluation process so that they identify and ultimately retain the advisor who is most qualified and experienced in selling businesses similar to theirs. An unqualified or inexperienced broker can destroy as much value as a good one can create.

Bootstrap Capital

If you are aware of business owners who would like to sell their companies, please consider introducing them to Bootstrap Capital. We are keenly in tune with the issues business leaders face when they decide to sell their companies, as well as many other nuances of transacting in the lower middle market. Bootstrap Capital is a patient counterparty and can be a constructive partner in helping sellers through the sale process. We also understand the roles that brokers play in sale process and appreciate each and every deal they bring to our attention.

Harvey T. Lyon was born on August 20, 1927 to Bertha and Irving (Jack) Lyon. He attended Exeter Prep School and received his Ph.D. in Classics from Harvard. He served in the Merchant Marines in World War II. He began his career as an academic and found his way into many businesses; taking two public. He was a passionate cyclist, for his 60th birthday he rode his bike from San Diego to Florida and rode many times through Europe with his nephew Mike. He did his last triathlon at 85. He loved music – especially jazz, particularly Louis Armstrong and Duke Ellington. He was a voracious reader of literature, poetry and nonfiction, and published one book: Keats’ Well-Read Urn. Harvey was generous with his time to many not for profit organizations including Gamaliel, having received their 2017 Champion of Justice award. He also served as his class secretary for Exeter for HLARyVEoYn T. decades. He is survived by his wife Lynn Lyon, his four children Andrea Lyon (Arnold Glass), Rachel Lyon (Chris Brown), Erica Lyon (Mark Franklin) and Jonathan Lyon (Irma Martinez-Lyon) and five grandchildren, Samantha and William Glass, Jeremy Freedberg, Brianna Franklin, and Caroline Altez, and one great grandson, Phillip Glass as well as his stepchildren Tom Morrow and Alyssa Anaya and step granddaughter Ajaya Anaya. He is also survived by his beloved brother Elliot Lyon, his wife Miriam and their children Mike Lyon and Julie Cheifetz. His intellect, humor and insights will be missed. Charitable contributions in lieu of flowers should be made to https://gamaliel.org/. MBBI would like to recognize Harvey for his many years as an active member, and offer sincere condolences to Harvey’s loved ones.

Email your US Representative NOW!

On March 31st, the following national and international professional associations jointly sent a a letter to to the leadership of the House Financial Services Committee, urging prompt passage of HR 477, The Small Business Mergers, Acquisitions, Sales & Brokerage Simplification Act of 2017.

Alliance of M&A Advisors (AM&AA) Business Intermediaries Education Foundation (BIEF) International Business Brokers Association (IBBA) M&A Source (MAS)

Click here to read the complete text of their letter.

HR 477 Co-Sponsors now include:

Your US Representative urgently needs to hear from YOU that this bill is important to you, and to buyers and sellers of privately held businesses in your state.

Passage of this small but important bill will codify the regulatory relief envisioned in the SEC M&A Broker No Action Letter, and will harmonize federal law with coming changes in state securities laws.

It is strongly supported by the North American Securities Administrators Association (NASAA) which formally adopted its Model State Rule on September 29, 2015.  NASAA’s Model State Rule, which closely parallels the language in HR 477, and is now in the process of being adopted state by state.

NO NEED TO LOOK UP YOUR REPRESENTATIVE’S NAME, ADDRESS, AND SALUTATION.  NO NEED TO COMPOSE YOUR OWN LETTER.  JUST CLICK HERE, AND ENTER YOUR ZIP CODE, NAME AND ADDRESS! 

Email your US Representative NOW!

In closing, I would be remiss not to ask you to consider a meaningful financial contribution to the Campaign for Clarity. In the 10+ years since its inception, the Campaign has incurred legal and lobbying expenses of ~$900,000 and raised ~$500,000 from voluntary contributions from individuals and firms like yours who recognize this is a rice bowl issue for our entire profession, as well as for the owners of privately held businesses whom we assist.

The not-for-profit, Business Intermediaries Education Foundation (BIEF) has taken the lead role in raising funds for this and other issues that concern the entire profession. While cash, check and credit card contributions are greatly appreciated, you may be more comfortable contributing something now, and pledging to contribute more in the future, perhaps tied to your next big closing.

Click here for a BIEF Contribution Card Click here for a BIEF Pledge Card Click here of a list of BIEF Leadership Contributors

As ever, please don’t hesitate to call/contact meif you have any questions, or if we can ever be of any further assistance on this matter.

Mike Ertel, BSEE, MSIA, CBI, M&AMI, CM&AA
Co-Chair, Campaign for Clarity
Managing Director, Broker
Transworld M&A Advisors
400 Carillon Parkway, Suite 110
Saint Petersburg, FL  33716
888.864.6610 O
813.299.7862 C
mertel@transworldma.com

Securities transactions conducted through StillPoint Capital LLC, Tampa, FL.  Member FINRA/SIPC 

Email your US Representative NOW!

Attachments: HR477 Text

Business Brokers of Florida Letter HR 477 March 14 2017

Campaign for Clarity Update (PDF Version)

HR 477 Brief Summary January 17 2017

HR 477 Letter March 3 2017

Number of Businesses in US by State

Partial List of Supporting Organizations July 28 2016